Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, indi...
Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule sets forth a true, correct and complete list of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as set forth on Schedule 3.9(a) of the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Owned Intellectual Property, and except as set forth on Schedule 3.9(a) of the Disclosure Schedule, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind with any third party relating to any Owned Intellectual Property.
(b) The conduct of the business of the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property.
(c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property.
(d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Ow...
Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of any
Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered servicemarks, servicemark applications, registered copyrights and copyright applications owned by the Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16) and included in the Acquired Assets and the Subsidiary Assets and, to the extent indicated on such Schedule, such Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and all appropriate offices of all other jurisdictions. Except as set forth on Schedule 4.1(h)(ii), a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property (other than licenses) and material Technology, free and clear of all Encumbrances or Liens (other than Permitted Liens). Except as set forth on Schedule 4.1(h)(iii), since January 1, 1994, no Seller or Sold Subsidiary has received any written notice from any other Person challenging the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology or any rights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and value of the Technology and to avoid infringement and misappropriation of the Intellectual Property. To Seller's knowledge and except as set forth on Schedules 4.1(h) (iii); (iv); (v) and (vi), the Intellectual Property and the Technology included in the Acquired Assets together with Purchaser's rights under the Shared Technology Agreement are all the intellectual property rights and rights in technology required for Purchaser to run the Business after Closing in the manner in which it presently is operated. Except as set forth on Schedule 4.1(h)(iv), since January 1, 1994, no Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology, which claim is still pending. Except as set forth on Schedule 4.1(h)(v), to WEC's knowledge, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a material violat...
Intellectual Property and Technology. The Glad Parties own, or are licensed to use, all Intellectual Property used in the Glad Global Business as of the date hereof and as used during the [* * *]. The patents and trademarks used in the Glad Global Business are unexpired and have not been abandoned other than pursuant to a reasonable business decision made in the ordinary course of business. The patents and trademarks of the Glad Global Business are valid and enforceable. To the knowledge of the Clorox Parties, the Intellectual Property used in the Glad Global Business is not being Infringed by any third party. The conduct of the Glad Global Business, including the use or practice of the patents in the Glad Global Business and the use of the trademarks in the Glad Global Business, consistent with past practice during the [* * *] does not Infringe upon or misappropriate the Intellectual Property of any third party. Except as expressly provided in the [* * *] none of the rights of Clorox or its Affiliates to any Intellectual Property used in the Glad Global Business will be impaired by the transactions provided for herein. There are no currently pending claims (whether private or governmental) against any of the Glad Parties, or to their knowledge threatened, that seek to limit their right to use any of the Intellectual Property used by the Glad Parties in conducting the Glad Global Business or alleging that the use of any Intellectual Property by the Glad Parties does not comply with any governmental regulation, or that seek to cancel or question the validity, enforceability, ownership or use of any Intellectual Property used in the Glad Global Business. The Glad Parties have taken all reasonable steps to protect, maintain and safeguard the Intellectual Property used in the Glad Global Business. The food storage, bags, wraps and container products of the Glad Business contain only substances that are food-contact safe as determined by the United States Food and Drug Administration (“FDA”) and do not contain any other substances that require approval of the FDA or any other Governmental Authority.
Intellectual Property and Technology. (a) Except as set forth on Schedule 4.14(a):
(1) All of the Intellectual Property that Company or its Subsidiary owns (the “Company Owned Intellectual Property”), licenses or otherwise has acquired the right to use as of the date of this Agreement (collectively, the “Company Intellectual Property”) is set forth on Schedule 4.14(a)(1), which specifies, as applicable, (A) the nature of such Company Intellectual Property, (B) whether such Company Intellectual Property is owned or licensed by the Company or its Subsidiary, (C) if provided under a license, the licensor and (D) if owned, (i) any applications or registrations relating to such Company Intellectual Property, together with the application(s) or registration(s) number(s) and (ii) any termination or expiration dates for such Company Intellectual Property; provided however that Schedule 4.14(a)(1) does not include third party software licensed under “shrink wrap” licenses.
(2) All of the Information Technology that Company or its Subsidiary owns (the “Company Owned Information Technology”), licenses or otherwise has acquired the right to use as of the date of this Agreement (collectively, the “Company Information Technology”) is set forth on Schedule 4.14(a)(2), which specifies, as applicable, (A) whether such Company Information Technology is provided under a service contract or is owned or licensed by Company, (B) if provided under a service contract, the service provider, if licensed, the licensor, and if owned, the owner of such Company Information Technology, (C) the scope of such Company Information Technology, including, by way of example, but not of limitation, the range of services provided and number of licenses and (D) the expiration dates of service contracts and licenses; provided however that Schedule 4.14(a)(2) does not include third party software licensed under “shrink wrap” licenses.
(b) Except as set forth on Schedule 4.14(b):
(1) The Company Intellectual Property and Company Information Technology include all rights necessary to enable Company and its Subsidiary to conduct their business operations in the manner in which they are conducting them as of the date of this Agreement.
(2) The Company and its Subsidiary have each taken all commercially reasonable measures to keep in full force and effect all Company Owned Intellectual Property registrations, renewals, and applications for registration and to maintain the confidentiality of all trade secrets that constitute Company Owned In...
Intellectual Property and Technology. (a) Except as described on Schedule 3.26(a), ViComp owns, or is licensed to use, all of its Intellectual Property (as defined herein) and Technology (as defined herein) used in the conduct of its business as now conducted and no service marks or trade names or registration or applications therefor, trademarks, trademark registrations or applications, copyrights, copyright registrations or applications, patents, patent registrations or applications or otherwise are necessary for the conduct of its business as presently conducted by it.
(b) Except as disclosed in Schedule 3.26(b), ViComp is not obligated pursuant to any contract to make any payments by way of royalties, fees or otherwise with respect to any of its Intellectual Property or Technology and ViComp has not received any written notice of any written claim that it has infringed upon or is in conflict with any Intellectual Property or Technology of any third party. Except as disclosed in Schedules 3.26(a) or 3.26(b), ViComp, by virtue of the business conducted by it, is not in violation of any service xxxx or trade name or registration or application therefor, trademark, trademark registration or application, copyright, copyright registration or application, patent, patent registration or application of any other person. Except as disclosed in Schedules 3.26(a) or 3.26(b), the use by ViComp of its Technology does not infringe any trade secret or patent of any third party.
(c) None of the rights of ViComp to its Intellectual Property or Technology will be impaired in any way by the consummation of the Merger or by any other transactions contemplated by this Agreement, and all of the rights of ViComp to its Intellectual Property and Technology will be fully enforceable by ViComp after the consummation of the transactions contemplated by this Agreement to the same extent as such rights would have been enforceable by ViComp prior to the consummation of the Merger or the other transactions contemplated hereby, without the consent or agreement of any other party. For the purposes of this Section 3.26 (c) "Intellectual Property" shall mean all of ViComp's right, title and interest in and to (i) all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, trade names, copyrights, copyright applications, copyright registrations, franchises, permits and licenses used by, or available for use by ViComp, and all rights to xxx
Intellectual Property and Technology. 9.1 Compliance with the Technology License Both Parties shall cause the Joint Venture to strictly comply with all provisions in the Technology License, under which Aura shall license the Joint Venture to use certain of its proprietary technology and know-how in accordance with the terms and conditions of the Technology License with the Joint Venture in the form attached as Schedule 1, as well as all other intellectual property agreements to which the Joint Venture may enter into in the future.
9.2 Intellectual Property Governance Committee
9.2.1 At the first Board Meeting, anintellectual property governance committee comprised of members appointed by AoLunTe and Aura (the “IP Governance Committee”),shall be formed by the Board, which shall report directly to the Board. The IP Governance Committee shall advise the Board on matters in relation to intellectual property in connection with the Joint Venture. Advice provided by the IP Governance Committee shall be for the reference of the Board and shall not be binding on the Board.
9.2.2 The IP Governance Committee shall have the full responsibility for all IP-related matters and any changes to be made to the Licensed Technology.
9.2.3 The IP Governance Committee shall maintain continuing communication with the Person or Persons as designated by Aura from time to time regarding all matters arising from or in connection with the Technology License.
9.2.4 The IP Governance Committee shall consist of three (3) members, two (2) of whom shall be appointed by Aura and one (1) of whom shall be appointed by AoLunTe. The terms of the members shall be as the appointing Party thinks fit. The IP Governance Committee is further authorized to call upon Joint Venture personnel for assistance or seek assistance from Third Party professional advisors in order to carry out its tasks.
Intellectual Property and Technology. (a) To the Knowledge of Seller, the conduct of the Transferred Business as currently conducted does not infringe, misappropriate or otherwise violate the rights of any Person in any Intellectual Property. Seller has the right to transfer to Purchaser the Records and the contents thereof.
(b) The Transferred Business has during the last three years complied in all material respects with all applicable Seller rules, policies, and procedures then in effect, relating to privacy, data protection, and the collection, retention, protection, and use of personal information collected, used, or held for use in connection with the Transferred Business. To the Knowledge of Seller, in the last three (3) years, the Transferred Business has not experienced any material unauthorized access to any of the information or data included in the Records.
Intellectual Property and Technology. (a) Seller owns or, to the Knowledge of Seller after reasonable investigation, has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property and Technology necessary or desirable for the operation of its businesses conducted at present and as presently proposed to be conducted. Each item of Intellectual Property owned or, to the Knowledge of Seller after reasonable investigation, used by the Seller immediately prior to the Closing hereunder will be owned or, to the Knowledge of Seller after reasonable investigation, available for use by the Buyer on substantially similar terms and conditions immediately subsequent to the Closing hereunder. Seller has taken commercially reasonable actions to maintain and protect each item of the Intellectual Property and Technology that it owns or, to the Knowledge of Seller after reasonable investigation, it uses.
(b) To the Knowledge of Seller after reasonable investigation, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties and, since January 1, 2001, Seller has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller.
(c) Section 5.15(c) of the Disclosure Letter identifies each patent or registration that has been issued to Seller with respect to any of its Intellectual Property, identifies each pending patent application or draft patent application or application for registration which Seller has made with respect to any of its Intellectual Property, identifies each patent application that the Seller has prepared but not yet filed, and identifies each license, agreement, or other permission which Seller has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). Seller has made available to Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to Buyer correct and complete copies of all other written documentation evidencing ownership and...
